REPIVO General Commercial Conditions for Gyms

Art. 1. The parties and definitions

1.1. The Operator (“REPIVO”, “we”) is NOVOGROUP SYSTEMS S.R.L., with its registered office in Zalău, Str. Gheorghe Șincai no. 38A, Sălaj County, postal code 450077, registered with the Trade Register under no. J31/66/2023, tax identification code (CUI) RO39736070, email [email protected].

1.2. The Client (the “Gym”) is the legal entity or professional that accepts a REPIVO offer for one or more fitness gyms.

1.3. In these conditions:

• The Portal is the REPIVO web application for gyms, where the Gym manages its team, machines, announcements, statistics and payments.
• The App is the REPIVO application for Members, for Android and iPhone, together with the pages that open on scanning.
• The Offer is the order form generated in the Portal for the Gym: the price, the initial package (the kit and the first 3 months), the monthly subscription, the materials and the special conditions.
• The REPIVO Tag is the physical label, with a QR code and NFC, mounted on a machine, which opens that machine’s page in the App.
• The Member is the person who uses the App in a gym.
• Operational Data is the data about the Gym and its machines, as defined in art. 2 and 3 of the “Data” Annex.
• Anonymous Statistics are defined in art. 7 of the “Data” Annex.
• The Paid Period is the period for which the subscription has been paid.

Art. 2. How the contract is concluded

2.1. The contract is concluded at a distance, by electronic means, at the moment a person authorised to represent the Gym ticks the acceptance box in the Portal and confirms the Offer. The box is not ticked in advance.

2.2. By ticking, the person declares that they have read these conditions, the “Data” Annex and the Offer, in the versions displayed, and that they have the right to bind the Gym.

2.3. REPIVO keeps an acceptance log, which contains: the account and role of the person, the Gym, the version and the digital fingerprint (SHA-256 hash) of each document, the exact text of the box ticked, the date and time, the IP address and the browser. The parties recognise this log as evidence of the acceptance.

2.4. Immediately after acceptance, REPIVO sends to the email address of the person who accepted a PDF document containing the Offer, the full text of the documents accepted and the data from the log.

2.5. Payment, in full or in part, of any invoice issued under the Offer constitutes recognition of the contract and of the electronic acceptance, within the meaning of art. 4 para. (9) letter b) of Law no. 214/2024 [Romanian law on the use of electronic signatures, time-stamping and trust services].

Art. 3. The documents of the contract and the order of precedence

3.1. The contract consists of: (a) the accepted Offer; (b) the “Data” Annex; (c) these general conditions.

3.2. If the documents say different things, the following prevail, in this order: the Offer, then the “Data” Annex, then these conditions.

3.3. The REPIVO Terms of Use apply to the use of the service by the Gym’s team, to the extent that they do not contradict the contract.

Art. 4. Subject matter of the contract

4.1. REPIVO grants the Gym, for the duration of the contract, a non-exclusive and non-transferable right to use the Portal and to make the App available to its Members, within the limits of the Offer.

4.2. REPIVO delivers the tags and the other materials in the Offer.

4.3. The software is not sold. The Gym receives only the right of use described in art. 4.1.

Art. 5. Delivery, installation and optional services

5.1. The tags and materials are delivered to the delivery address indicated by the Gym, within the time stated in the Offer. Transport is included in the initial package.

5.2. Installation is carried out as the Offer provides: by the Gym, following the instructions in the Portal, or with REPIVO’s support.

5.3. The ownership regime of the tags and materials is the one in the Offer. Unless the Offer says otherwise, they become the property of the Gym upon payment of the initial package.

5.4. If the kit does not arrive or arrives damaged, the Gym notifies REPIVO within no more than 5 working days of the date of delivery, and REPIVO sends it again at its own cost.

5.5. REPIVO replaces free of charge tags with a manufacturing defect. Tags that are lost or damaged are replaced at the Gym’s request, at the price communicated by REPIVO at the time of the order.

5.6. The Gym may order optional services, together with the package or later. Their price is the one displayed in the Portal at the time of the order. A service ordered together with the package is included on the package invoice; one ordered later is invoiced separately.

5.7. “Sala ta în 3D” [“Your Gym in 3D”]. The Gym sends the materials requested in the Portal: one photograph of each machine, overview photographs and videos walking through the gym, the gym’s dimensions, its logo and its colours. REPIVO builds the entire gym in 3D, with all its areas (for example changing rooms, reception, studios, swimming pool, spa or sauna), with the machines placed as in reality, registers the machines and allocates the tags. The price is calculated at the time of the order according to the number of machines, the number of levels and the areas declared by the Gym. If the materials show more machines, levels or areas than those declared, REPIVO communicates the correct price before work begins; the Gym orders the service at the correct price or withdraws from it and receives the full amount paid back. The deadline is 2–3 working days from payment and from receipt of the complete materials.

5.8. REPIVO uses the 3D models from its library, in the Gym’s colours. An element that does not exist in the library is modelled by REPIVO to the extent needed for Members to recognise the gym. Special requests are agreed through a separate offer.

5.9. “Actualizare sală 3D” [“3D Gym Update”]. After delivery, the Gym may modify its own plan itself, free of charge, at any time. If it wants REPIVO to make the modification (machines moved, added or removed, areas changed), it orders an update from the Portal and sends the materials for what has changed. The price is calculated at the time of the order according to the number of machines changed and the new levels or areas. An update covers a single round of modifications.

5.10. REPIVO corrects free of charge its own errors relative to the materials received, if the Gym reports them within 30 days of delivery.

5.11. The Gym sends materials that it has the right to send and in which, as far as possible, no persons appear. REPIVO uses them to build and update the Gym’s plan and, in a form that does not identify persons or the Gym, to develop, train and improve REPIVO’s methods of recognition, measurement and modelling. The 3D models created by REPIVO remain REPIVO’s and may be used in its library, including for other gyms. The Gym’s plan is part of the Gym’s Operational Data.

5.12. On-site installation by REPIVO is carried out only under a separate offer.

5.13. REPIVO may visit the Gym to check the tags, the materials and how the App works in the gym and to answer the team’s questions. The visit is announced at least one day in advance, takes place during the Gym’s opening hours, at a time agreed with the Gym, and costs the Gym nothing. During the visit, the REPIVO representative may use the machines as a Member, observing the Gym’s rules.

5.14. REPIVO devices other than the tags and materials in art. 5.3 (for example sensors, tags with additional functions or gateways) remain the property of REPIVO, unless the Offer says otherwise. They are installed and powered as the Offer provides. The Gym does not open them, modify them, move them or connect them to other systems without REPIVO’s agreement. Their software and firmware belong to REPIVO.

Art. 6. Price, currency and invoicing

6.1. The price is the one in the Offer, excluding VAT (TVA), and VAT is added in accordance with the law.

6.2. Gyms in Romania pay and are invoiced in lei. When the Offer is expressed in euro, the amount in lei is calculated at the exchange rate published by the National Bank of Romania (BNR), valid on the date the invoice is issued. The amount in lei on the invoice is the amount owed, with no subsequent exchange-rate adjustments. The invoice states the euro equivalent and the rate used.

6.3. Gyms outside Romania pay and are invoiced in euro, with the applicable VAT regime. For example, the reverse charge applies to customers in the European Union with a valid VAT number.

6.4. Invoices are issued exclusively by REPIVO, through the Oblio invoicing system. For gyms in Romania, invoices are also transmitted into the national RO e-Factura system [Romanian national electronic invoicing system]. Invoices are sent to the Gym’s invoicing email.

6.5. If the Gym has more machines than the package in the Offer covers, it requests from the Portal an increase of the package. REPIVO sends it an offer for the new tier and for the additional tags, at the prices in force on the date of the request. The new monthly price applies from the next payment period.

Art. 7. Payment and late payment

7.1. The Gym pays by card, through the Stripe payment processor, or by bank transfer into the account indicated on the invoice. The Gym chooses the method in the Portal. For bank transfer, REPIVO immediately issues a pro forma invoice, and the tax invoice is issued after the amount has been received.

7.2. For card payment, the Gym may authorise automatic collection of the monthly subscription. The authorisation may be withdrawn at any time from the Portal.

7.3. The invoice is paid within the term written on it. If the invoice does not indicate a term, it is 15 days from issue.

7.4. If a payment fails or is not made on time, REPIVO notifies the Gym by email and in the Portal. A grace period of 7 days follows. If the amount is not paid even then, REPIVO may suspend the active functions of the service until payment. The amount remains owed.

7.5. During the suspension, the Gym keeps access to its data in the Portal and the right of export provided in art. 9 of the “Data” Annex.

Art. 8. Duration, renewal and cancellation

8.1. After the first 3 months, covered by the initial package, the subscription continues monthly, with no minimum period and no annual commitment, unless the Offer provides otherwise.

8.2. The Gym may cancel the subscription at any time, from the Portal, by the owner or an administrator. The cancellation takes effect at the end of the Paid Period and gives rise to no penalties. REPIVO confirms the cancellation by email.

8.3. Amounts paid for the current period are not refunded, except in the cases provided by the accepted Offer or by law.

Art. 9. Data

9.1. The data regime is set out in the “Data” Annex, which forms part of the contract.

9.2. For the personal data processed through the App (Members’ accounts and activity), REPIVO is an independent controller, in accordance with the Privacy Policy. The Gym does not receive Members’ individual data.

9.3. The Gym does not upload to REPIVO personal data of its Members (for example lists of subscribers) except after a separate data processing agreement has been concluded.

Art. 10. The Gym’s obligations

The Gym:

• (a) keeps its team’s access credentials confidential and is responsible for the actions taken from its team’s accounts;
• (b) is responsible for the content it publishes through REPIVO (logo, photographs, announcements) and warrants that it has the right to publish it; the photographs do not show persons who have not given their consent;
• (c) is responsible for the condition, maintenance and safety of the machines;
• (d) does not move the tags to machines other than those to which they were assigned in the Portal;
• (e) displays the notice for Members delivered together with the tags, if the Offer so provides.

Art. 11. REPIVO’s obligations

REPIVO:

• (a) makes reasonable efforts for the service to operate continuously and announces planned interruptions in advance;
• (b) provides support by email at [email protected] and responds as quickly as possible, usually within no more than one working day;
• (c) applies appropriate technical and organisational measures for data security.

Art. 12. Intellectual property and suggestions

12.1. The Portal, the App, the software and firmware of the REPIVO devices, the catalogue of machines, the texts, the exercise images, the trademarks, the 3D models created by REPIVO, the technologies, processes, methods, algorithms, know-how and the other REPIVO materials remain the property of REPIVO or its licensors. They may be protected by intellectual or industrial property rights, including by patents or patent applications.

12.2. The Gym keeps the rights in its logo and its own content. For the duration of the contract, the Gym grants REPIVO the right to display this content where the Gym has published it and for the purposes in art. 10 of the “Data” Annex.

12.3. REPIVO may use, free of charge and without obligations, the suggestions and opinions received from the Gym about the service. The improvements and inventions resulting from them belong to REPIVO, which may protect them, including by patent, without the Gym having any claim to them.

12.4. The Gym may not, either directly or through other persons:

• (a) decompile, disassemble or reverse engineer the App, the Portal or the software of the REPIVO devices;
• (b) copy, clone or reprogram the tags;
• (c) analyse the tags, the devices, the App or the Portal in order to reproduce them;
• (d) use the service or the information obtained from it to build or train a competing product.

The rights that the law gives the user in any case remain unaffected, including decompilation for interoperability under the conditions of Law no. 8/1996 [Romanian copyright and related rights law].

Art. 13. Liability

13.1. The total liability of each party for damage relating to the contract is limited to the amount paid by the Gym to REPIVO in the 12 months preceding the event that caused the damage.

13.2. Neither party is liable for lost profit or for indirect losses.

13.3. The above limitations do not apply in the case of wilful misconduct or gross negligence, for injury to the life or health of a person, nor to the amounts owed under the contract.

13.4. REPIVO is not liable for the condition of the Gym’s machines, for the way Members use the machines, nor for trainers’ advice.

Art. 14. Force majeure

Neither party is liable for non-performance caused by force majeure, under the conditions of the law. The affected party notifies the other party within no more than 5 days. If the force majeure lasts more than 60 days, either party may terminate the contract, without compensation.

Art. 15. Changes to the conditions

15.1. A material change means a change to the price, to the rights over data, to liability, to the rules on termination or to essential functions. Such a change is announced by email and in the Portal at least 30 days before it enters into force. The announcement contains the new text and a summary of the changes.

15.2. After the announcement, at the first login to the Portal, the Gym is asked to tick its acceptance of the new version.

15.3. Until the date of entry into force, the Gym may terminate the contract without penalties, from the Portal or by email. In this case the previous version applies until the end of the Paid Period.

15.4. If the Gym neither ticks the new version nor terminates the contract, the new version applies from the date of entry into force. Payment made after that date constitutes acceptance of it.

15.5. Minor changes (clarifications of wording, corrections, replacing a supplier with another in the same category) are announced by email, without requiring a new acceptance.

15.6. The accepted Offer is not modified unilaterally during the period for which it has been paid.

Art. 16. Termination of the contract

16.1. The contract ends: (a) by cancellation, in accordance with art. 8.2; (b) by termination, in accordance with art. 14 or 15.3; (c) by termination for serious breach.

16.2. If a party seriously breaches the contract, the other party notifies it in writing. If the breach is not remedied within 15 days of the notification, the notifying party may terminate the contract by a written declaration, without court intervention.

16.3. Upon termination:

• (a) the tags no longer open new functions; machine pages may remain visible for information only;
• (b) the physical materials remain with the Gym, in accordance with art. 5.3;
• (c) the Portal remains accessible on a historical basis for 12 months, with export, in accordance with art. 9 of the “Data” Annex;
• (d) each Member’s history remains in that Member’s account;
• (e) amounts owed up to termination remain due and payable.

Art. 17. Confidentiality

17.1. Each party keeps the other’s commercial information confidential (prices, offers, non-aggregated Operational Data) for the duration of the contract and for 2 years after termination. Information that is already public, information required by law or by an authority, and the Anonymous Statistics created in accordance with the “Data” Annex are not confidential.

17.2. The Gym also keeps confidential REPIVO’s technical information that is not public: functions in testing, development plans, what the Gym sees in a demonstration and the technical documentation. The obligation lasts for up to 5 years from termination of the contract or until REPIVO makes the information public, if that happens earlier.

Art. 18. Communications

Communications are made by email, to the addresses in the Gym’s account and to [email protected], and through the Portal. An email is deemed received on the working day following its sending.

Art. 19. Governing law and disputes

19.1. The contract is governed by Romanian law.

19.2. The parties first try to resolve any disagreement amicably, within 30 days of its notification. If they do not succeed, the dispute is settled by the competent courts at the Operator’s registered office.

Art. 20. Language and final provisions

20.1. The contract is concluded in the Romanian language. If a translation says something different, the Romanian version prevails.

20.2. If a clause is declared invalid, the other clauses remain in force, and the parties replace it with a valid clause as close as possible in effect.

20.3. The Gym may not assign the contract without REPIVO’s agreement. REPIVO may assign the contract to an affiliated company or to the acquirer of the REPIVO business, with notice to the Gym.